Timothy J. and Joan M. Miller - Page 4

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          Federal income tax purposes at all relevant times.  MMS was in              
          the business of manufacturing mobile and modular medical                    
          diagnostic facilities.  Shortly after its creation, MMS                     
          established a relationship with Huntington National Bank                    
          (Huntington) to obtain financing for its business activities.               
          Huntington's loans to MMS were initially on a short-term, "per              
          project" basis; i.e., funds were lent on the basis of the                   
          contracts MMS obtained for the construction of diagnostic                   
          facilities, to be repaid upon the completion of construction when           
          MMS was paid.                                                               
               MMS experienced losses from its inception in 1988 through              
          1994.  In February 1992, petitioner obtained four outside                   
          investors in MMS:  George F. Rapp, James D. Rapp, John G. Rapp,             
          and Gary L. Light (the Rapp Group).  The Rapp Group made capital            
          contributions to MMS of $800,000 in the aggregate in exchange for           
          approximately 15 percent of MMS’s stock.  As a condition for the            
          Rapp Group's investment, MMS was obligated to secure a commitment           
          for a $1 million line of credit.  MMS did so through Huntington,            
          which extended a $1 million revolving line of credit to MMS on              
          March 31, 1992 (the MMS/Huntington Loan3).                                  


               3 The parties to the MMS/Huntington Loan executed a loan               
          agreement, security agreement, and promissory note.  Except as              
          otherwise indicated, reference to the MMS/Huntington Loan                   
          encompasses all three of the foregoing documents.                           






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